A) As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by the vendor to the customer either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.
B) Unless otherwise expressly authorized by the vendor, the customer agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
C) In no event will the customer divulge, in whole or in part, such information to any third party without the prior written consent of the vendor. It is understood that all Proprietary Information disclosed, is, and shall remain, the property of the vendor.
D) The customer acknowledges that the vendor, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the customer breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the vendor for such a breach. The Parties agree that, in such a circumstance, the vendor shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the customer, without showing or proving any actual damages sustained by the vendor.
E) The obligations of the customer under this Section shall survive termination or nonrenewal of this Agreement indefinitely. For the avoidance of doubt, the customer and sub-distributor lists of customer shall be deemed to constitute Proprietary Information under this agreement.
22) The terms and conditions as described shall be governed by and comes under the jurisdiction of the State of Victoria.
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